Defendant-appellant Bankers Trust, a New York corporation, legitimately established a subsidiary in Florida as a Delaware corporation (as BTIM - Bankers Trust and Investment Managers). However, a Florida statute forbids out-of-state financial institutions to own or operate certain businesses within its borders. In particular, the law prevented ownership or control of financial institutions by financial enterprises that held significant business outside of Florida. However, BTIM established BTIM with the impression that the Florida statute did not capture its type of business within its definition. Soon after BTIM opened for business, Florida modified the statute (without adequate government approval) to include BTIM's particular business. The statute specifically contemplated establishment of BTIM. BTIM sued for declaratory judgment to declare that the Florida statute impeded regulatory objectives under the Commerce Clause and sought injunctive relief to enjoin application of the Florida statute. The federal district court held in favor of Respondent BTIM on summary judgment. The U.S. Supreme Court affirmed.

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